The Sons of Belial
by Pyxelle
Summary: The Scoobies have averted apocalypse after apocalypse...but what happens when the end of the world actually comes and Buffy and co. seem helpless against it? Crossover between Buffy and Dawn of the Dead.
1. Default Chapter

Okay…I was working on my other "Dawn" story (Dawn to Dawn) and stalled in the middle of a paragraph. When I do that with a story, I try to switch over to something else until my mind's engine sputters back into life. This somewhat unlikely crossover (aren't they all, though?) is the bastard child of that attempt. The plot is sketchy in my mind, so feel free to offer suggestions. I may or may not use them, but feel free!

This is set at the beginning of the 2004 version of "Dawn of the Dead" and after the series finale of "Buffy the Vampire Slayer."

Have Fun!

Pyxelle

**The Sons of Belial**

**Chapter 1**

The day the world ended started like any other day. People over the globe went about their daily business, not knowing that in only hours reality as they knew it would come crashing down around them. Children played, the stores opened on schedule, and movie theatres played their films without the knowledge that it would be the last time they would do so. The human races' faith in the continuity of reality had held true so far, at least. There was no reason to fear anything else.

At least, so most of humanity thought.

But Buffy Summers wasn't part of most of humanity.

Buffy Summers, after all, was the Slayer.

**OoooOoooO**

"I can't sleep."

Willow groaned. "Xander, I'm sorry you can't sleep. But could you at least let Buffy and I do it? You've been announcing your insomnia for three hours. Give it a rest already."

"Sorry." Xander said, his voice sheepish. "I don't like hotel rooms. I always wake up and forget where I am."

"For the record, Milwaukee, Wisconsin." Willow reminded him. "The same place we've been for the last three days."

"Yeah, I know that. Its when I wake up that I have problems."

There was an irritated noise from the bed near Xander. "Then bloody well keep the rest of us up too, then, Xander. Why on Earth should we sleep?" Giles sat up just enough to peer at Xander, his eyes unfocussed without his glasses but irritated. "I mean, lets just make sure that we're all exhausted when we have to face the apocalypse – another one, I mean. Why would we have to be rested for that?"

"Excuse me." Xander said with a huff. "I-"

"Guys? I actually am the one who _has_ to avert the apocalypse, right? So could you _please _be quiet?" Buffy's voice was muffled from the pillow she had over her head. "Otherwise I'm gonna just let you all be apocalypsed, okay?" She grumbled almost imperceptibly. "Who's bright idea was it to save money by sharing one hotel room?"

"Sorry." Xander said again. Willow just kept her mouth shut. She knew better than to anger Buffy when she was annoyed. Buffy annoyed was _not_ a fun thing to see.

"Sorry." Giles affirmed. Willow silently cursed him for still speaking. He should know better. He was her _watcher,_ for crying out loud. "Buffy's right. It's almost dawn."

The silence held for a few moments, and Willow began to drift off. Suddenly Xander's voice broke the silence again.

"Is there such a word as apocalypsed?" He asked.

Willow sat up, her pillow in hand, ready to aim the feather-stuffed missile at him. "Okay, Xander, I-"

There was a scream down the hallway, a sound of not just pain but an agonizing fear. Buffy was out of her bed in a shot. "Guess sleep is gonna wait – again." She said, grabbing a crossbow that she had shoved under her bed. She also threw on a black leather trench coat that Willow knew had weapons stashed in various places within it. "Let's go guys... ready?"

Both Giles and Xander were out of bed as quickly as she was. Both of them were fully dressed – but Willow wasn't surprised, so was she. Giles hadn't given them too many details about the latest end-of-the-world rap, but they had experienced enough to know that they had to be prepared just in case.

Even Buffy had slept in her jeans.

"Ready." Willow said, opening herself up to the dark energies that always threatened to consume her…just enough.

"Ready." Xander said, winking at her…sort of. The eye patch kind of made it hard to tell.

"Ready." Giles said.

"Okay." Buffy grinned at them before opening the door. "Let's go kick this apocalypse's ass."

**OoooOoooO**

Michael ran. He wished he didn't have to, but he ran all the same. Part of him – a large part – wanted to turn around and embrace the creature chasing him, tell her it was going to be all right, that she was fine…

But that was a lie.

The truth of the matter was the thing chasing him wasn't his daughter. He had to keep telling himself that. It wasn't his daughter. It was something else…he didn't know what, but it wasn't his daughter….not Justine…not Justine…

Justine's cry of rage hit his ears as he turned a corner and momentarily disappeared from her view. There was no salvation here, though, no protection, no sanctuary…just more of those things and himself. Oh, he saw cars, and others such as himself…you could tell by just who was being chased…but there seemed to be no safe place to hide. He was going to fall prey to his own flesh and blood, because that was still what he was, though she apparently wasn't…at least, not anymore...

Michael turned another corner sharply, not really looking where he was going, and nearly ended his life by running headlong into a van that looked to be accelerating to a speed well beyond the limits. He skidded to a stop, the van's horn honking at him, and watched as the vehicle spun to motionlessness and the back doors opened.

"Help!' He cried immediately, letting them know he was not a threat.

A tall black man gestured to him, indicating he should enter. Michael ran to the scant refuge gratefully, still hearing Justine's horribly altered screaming behind him. The black man grabbed his hand even as the van started accelerating, pulling Michael into the van and out of the reach of the thing that had once been his daughter. "Thanks." Michael gasped, finally realizing just how out of breath he was. He nearly collapsed to the floor of the van.

"You okay?" The black man asked.

"No." Michael managed to say. "Not at all."

The other man laughed mirthlessly. "Same here, man."

Michael put his head on the floor of the van. The sides had no windows, and Michael was grateful. He didn't want to see his daughter's face like that again. "What's happening?"

"I got no fucking clue." The black man said.

"Justine…my daughter…she-"

"You don't have to say it. I know."

Michael looked at him. "Where are we going?"

The black man laughed. "I got no fucking clue. I told you that already. Away. As far away as we can get." He stuck out his hand, a gesture that for some reason seemed absurd to Michael considering the events that were happening outside. Manners seemed absurd. Yet he shook the hand. "My name's Jay. The guy who's driving is Jose, and the girl riding shotgun is Yvette. The others are Tim and Hannah." He said, pointing them out. "And the pregnant chick and her hubby are Luda and Andre. You got a name, mister?"

"Michael."

"Hi."

"Shit, the road's filled with the bastards." Jose suddenly said. "What the hell should I do?"

"Ram the bastards." Jay said without hesitation.

"But-" Michael started in protest.

"Them or us, man." Jay said to him, allowing him one look of sympathy.

"But-"

Michael never finished the thought. The van struck something, hard, and suddenly the vehicle rolled, sending Michael into a spin, only sheer luck keeping him from breaking his neck. When they stopped, he stared at the ceiling in disbelief…he stared at the floor, that is. The van had landed upside down.

"Holy shit." He heard someone say, Andre, he thought. "You okay, baby?"

"I'm fine." A woman with a Russian accent responded. Her voice was high and frightened. "Andre, the van-"

"Don't worry, I'll figure something out."

Jose, the driver, seemed to be unconscious behind the steering wheel and collapsed airbag in front of him. There was no doubt that Yvette was dead – a large piece of glass had punctured her neck, two-thirds of the way decapitating her. Somehow, the six in the back were relatively unharmed – except for Jay, whose arm was bent at an unnatural angle and whose face was slack with the bliss of unconsciousness. God must have been watching over them.

Hah. That was a laugh.

"We need to get out of here." Michael said, trying to bring his mind into focus.

"Go where?" The girl…Hannah? asked.

"Not here. This is a deathtrap."

Tim crawled towards the door. "This van is sturdy, mister, and if you think –"

The door to the back of the van was suddenly thrust open, and Tim found himself face to face with a woman who's neck had not only been torn out, it had been pulverized. There seemed to be barely enough tissue to keep the head upright. Tim let out a scream of pure terror before being pulled into the arms of this woman, not in an embrace but a crushing clinging of death. "Run!" Michael said instinctively, darting past the woman who held Tim without thinking, heading for the relatively safe road beyond. He heard footsteps following, how many he couldn't tell. He ran anyways. He ran until his lungs felt as if they would burst, and stopped only because he felt he had no choice in the matter…it was either stop or die of a brain hemorrhage anyways.

When Michael finally stopped, he looked behind him. Only Luda and Andre remained. They were near a fence, in a back road that obviously was rarely used.

Michael watched Luda's struggled breathing for a moment, and then looked to Andre. "She alright?" He asked.

"Does she look fucking all right?" Andre shot back.

Michael shook his head. "All right, dumb question." He allowed. The ground was rough here, but he stepped up to the fence and looked beyond. "Hey. Andre. Luda. See that?"

"What?" Andre said, not moving from his wife.

"Crossroads mall." Michael looked at the two. "It's early enough. No one would be there yet."

"No one but those fuckers" Andre said pointedly.

"Better than sitting outside like this." Michael retorted. "I don't want to sit outside anywhere right now. At least it's a shot."

Andre looked at his pretty wife. She nodded her head. "Okay. But we be careful."

Michael looked at him, one eyebrow cocked. "And you expected anything else?"

The three of them started to walk along the fence line, looking for a safe place to enter the mall. After a moment Michael couldn't help the wry smile that went to his features.

Safe. Was there such a place? Or anyone who could guarantee such a thing?

**OoooOoooO**

"There's too many of them!" Buffy yelled, her voice panicked. They had fought their way out of the hotel with little difficulty, but the streets outside were even worse, and Xander knew that there wasn't a whole lot they could do to protect themselves if Buffy was giving up.

"What?" He shouted, kicking a man who by all rights should not have been moving in the knee. Xander didn't have a lot of confidence that this would stop him. For one thing, the knee in question had already looked like it had been, well, _chewed_, and Xander didn't think his foot would really add to the damage value that had already been done. For another, he was pretty sure the man was already dead, which of course made physical pain less of a deterrent. After all, if you were dead, why would pain bother you?

"Run!" Buffy screamed, kicking one woman while swinging another by the neck until she had been propelled at a great speed away from them. "_Run!_"

That penetrated Xander's brain easily. If Buffy said to run, you had better well run. By some miracle Xander's kick was well aimed, and the dead man hit the floor. "Running!" he shouted back to Buffy as he sprinted along behind her. _Merciful Zeus! _He thought as he ran. There were so many of them…hundreds. Just here on this street. What on earth would the rest of the city be like? Were they at epicenter? And just _why_ would the Best Western be the epicenter?

"Xander!" He heard Willow shout behind him. "Look out!"

Out of the corner of his eye Xander saw movement. Instinctively, he ducked, but his forward speed was too great and the change in direction sent him tumbling to the ground. He let out a strangled scream as his hands pushed up frantically against the pavement. Damn his eye! The thing had blindsided him on his bad side.

The woman – no, _thing_ screeched in an unnatural pitch as she descended on him. He wrestled with her for a moment, just trying to throw her off of him, but she was strong – and fast. He might have well been wrestling Buffy. "Help!" He yelled, his cry being lost in the sound of others screaming their own pleas.

His, however, had the fortune to be answered. A cold wind blew over him, and the creature shimmered, as if it was losing corporality before his eyes. Then he realized it wasn't just the dead woman on top of him, but the street and everything else as well – except for Buffy, the only one of the Scoobies still in his sight. What on earth…?

Xander didn't question the fact that they had suddenly appeared in the hollow of a bridge, he just allowed himself to be grateful and pushed himself up off the ground. "Beam me up, Scotty." He said shakily, brushing the dirt off him and ignoring the sharp pain in his shoulder for the moment. "Thanks, Will, I'm guessing you did some hocus-pocus to get us out of there, though I don't know why you'd choose a bridge –"  
"Don't make me do that again." Willow growled at him in a voice that was recognizably hers but overlaid with a dark, throbbing timbre. Xander looked up at her in fear. Her eyes shone with an inky darkness as she stared at him. "You really don't want me too."

"Uh, sure, Will." Xander said, holding up his hands. "I'll try not to get eaten, I promise."

"This is no time for jokes." Giles said, wiping his glasses on a handkerchief. Xander thought that even if he'd been threatened by a pack of ravening wolves, Giles would keep his handkerchief handy. "Willow, can you handle it?"  
Willow suddenly let out a shuddering breath, and the black film drained from her eyes. "Y-yeah. I think so." She looked at Xander, her eyes widening. "Oh, Xander, you're hurt. I'm sorry –"  
"Its okay." Xander hurried to say. "I'm okay."

"So, where'd you beam us to, then,Will?" Buffy asked, looking around at her surroundings for a moment. "It's quiet here."

"Well, not far." Willow admitted. "It takes more energy the further you go – and I didn't really want to draw too much. Especially considering I was carrying three passengers on the ride." Willow shrugged. "I'm betting we're still in Milwaukee."

"Maybe it was localized downtown, then. Let's head back and-"

The sound of a gun cocking behind her halted her words. The four of them turned slightly, just enough to see a tall black man in an officer's uniform and a blonde woman nearly covered in blood stepping in behind them. "Whoa, whoa, don't shoot." Xander said quickly, his arms rising instinctively. "We're all friends here, right?" A gunshot rang against the concrete.

"Don't shoot!" Another voice called, from behind him. Xander spun around to see another man and a dark-haired pregnant lady behind him. The man who had spoken was wearing a white shirt liberally sprinkled with blood. "Everybody just calm down, okay?"

The cop simply stared at him, then seemed to dismiss them and started walking down the path. "Officer." The man in the bloodstained shirt said. "Officer! You do not want to go that way."

"What's that way?" The blonde asked quietly. The man ignored her.

"_You do not want to go that way."_

"What's that way?" The woman asked again, louder this time. The man looked at her helplessly for a moment.

"It's pretty bad."

"How bad?" Buffy asked suddenly. The man looked at her in surprise – probably at the command in her tone that Xander had gotten used to but sometimes put people off kilter. "_How bad?"_

"Bad." The man said simply. "Hundreds, probably."

Buffy looked at Giles, her face falling. "Giles, I can't fight hundreds of them. Didn't you find out anything else about this whole thing other than the fact that it started here? A dozen or two would be no problem, but hundreds…"

The man the pregnant woman was clinging to barked a short laugh. "No problem? Girl, you _seen_ those things? I'm still not sure how we managed to get away."

"You know something about this?" The officer asked, turning to Giles. "She said-"

"No, not really." Giles answered before he could finish the thought. He shot a warning look toward the Scoobies. "I suggest we find a safe place and regroup." He was talking to Buffy, but it was the man in the bloodstained shirt who answered him.

"We're going to the mall." He pointed to the fence.

Giles looked at Buffy, who nodded. "How very American." He muttered under his breath.

Willow put her hand on his arm gently as Xander began to follow the others. "You're really okay then, Xander?"

"Sure." Xander offered her a lopsided grin, spreading the torn fabric of his shirt so that she could see his skin, only slight marred by a faint impression of teeth and a tiny trickle of blood. "See? Barely broke the skin. I'll be fine."

"Okay…"

But despite his words, Xander wasn't sure he was going to be fine at all. He'd seen the movies after all, and read the books…well, he'd seen the movies.

And he didn't want to tell Willow he might not be fine at all.

**End of Part One**

**Please review...I am a review junkie! (and let me know about your fanfics too, recommendations for good reading material are always appreciated!)**


	2. Chapter 2

Okay, from the reviews I can't really tell if people like this or not, but at least its being read, so here's part 2!

This is set at the beginning of the 2004 version of "Dawn of the Dead" and after the series finale of "Buffy the Vampire Slayer."

Have Fun!

Pyxelle

**The Sons of Belial **

**  
Chapter 1**

Michael sensed that there was something, well, not quite right about the young blonde woman. Recent events had certainly encouraged the belief that something was not quite right with the world, of course, and so his conscious minded insisted that he was imagining things, that he was seeing something in her that wasn't actually there. It was the little things that threw him off – the crossbow, for instance. Who on earth carried a crossbow? True, if he'd a chance – or a weapon of any sort in his house – he would have grabbed anything that would have helped him fight those things that had ripped his daughter from him. But this girl held the crossbow not only as if she knew how to use it, but also in a manner that suggested she had been extensively _trained_ in its use. Michael himself held the crowbar he had found lying in puddle of blood outside the malllike it was some strange iron snake – it was nearly as likely he would drop it as strike with it if they were attacked. And then there was the fence.

Andre and Michael had been scouting out the fence for some time, looking for weak spots so that Luda wouldn't have to climb the chain-link to get into the parking lot. They had just decided they probably would have to scale the fence or walk around the mall until they found an entrance – the fence was new and of remarkably good construction. Yet when she had walked up to the fence, she had given it only the most cursory of glances before announcing, "It's loose down here," and snapping the chain link and pulling it up. He had _heard_ it snap. Her explanation of "somebody must have tried cutting through earlier" just didn't add up. He hadn't said anything though, he had just ducked under the fence and walked with the others as they headed toward the mall.

"Let's try a side entrance." He said, pointing to the loading bays on the side of the building. "The main doors are sure to be locked."

The blonde girl nodded curtly. Though the older man would have been the logical one to answer the question, he had instinctively glanced towards her and the officer when he had made the suggestion. Somehow the older man seemed more like an adjunct to the young woman, rather than the other way around.

They walked slowly, pausing only for a moment for the girl to reload her crossbow. Andre swung his gun back and forth as his eyes searched, but the officer held his shotgun the same way the girl did the crossbow – as if it were an extension of him. They approached the door, and the young man with the eye patch pulled on the handle experimentally. "Locked, Buff." He said to the girl. She lowered the crossbow slightly and gave the door a hard pull, then shook her head.

"Let me try." Michael said, hefting the crowbar in his hand. The girl stepped aside slightly, her attention once again shifting towards scanning their surrounding. He shoved the crowbar into the curve of the door and pulled.

"Andre!"

Michael glanced back briefly at the woman's cry, just long enough to see the young Asian man running towards them. No, not a man, he realized…the ragged stump that shone wetly red in the early sun's light clearly marked him as one of those things that had killed Justine earlier. His efforts on the door increased, and he heard Andre's gun go off several times. From Luda's screams he was guessing the gun was ineffective.

"Move!" He heard the officer shout roughly, and he did so without hesitation. The officer raised his gun to his shoulder and aimed at the door.

"Buffy!" The gentleman in the tweed coat said sharply.

"Got it, Giles." She lifted the crossbow calmly. There was a sharp _twang_! a fraction of a second before the shotgun rang out. The dead man shuddered convulsively before falling to his knees and hitting the ground with a soft _thud,_ a crossbow bolt protruding from one eye. Michael could see others rounding the corner now, closing in on them with incredible speed.

"Get in!" The officer ordered quickly. Michael followed the others in, and Andre closed the door and slammed the bolt shut. On the other side they could hear a muffled pounding as the creatures tried to beat through the door.

"Lights?" He asked in a voice he was shocked to find even. Inside he was shaking as if his mind was being rocked by an earthquake.

"Here." The blonde in the bloodstained pajamas said. The lights flickered into life.

They were in a storage room, boxes and crates lining the walls of the room. It was nearly silent. Andre grabbed a phone off the wall, putting it to his ear for only a moment before shaking his head, signaling that it was dead.

No one spoke as they moved through the storage room cautiously, emerging into a store that appeared to be a home and electronics shop. There appeared to be no one here either, but Michael noticed no one letting their guard down or lowering their weapons. They made it to the doors, the other side of the glass seeming to house the same emptiness as the store. Michael gave the doors an experimental pull. Locked. He looked around.

"The toilet." He said, his eyes lighting on one of the display bathrooms. "We can throw it and break the glass."

"Okay." The girl – Buffy, the Englishman had called her – said. She stepped in front of the officer, who had been moving towards the toilet, and put the crossbow down on the ground gently. Michael watched in amazement as she picked the toilet up as if it were made of Styrofoam.

"Holy shit." Andre breathed beside him. Michael silently agreed with him. The English gentleman – Giles - laughed nervously.

"She lifts weights."

Buffy tossed the toilet almost casually into the window, and the sound of the glass shattering was very loud in Michael's ears after the eerie stillness of the store.

"Frequently." Giles added.

"Come on." The blonde in the once-white pajamas said. They filed out through the shattered glass into the hallway beyond. Cheerily bright music jarred Michael, it's incongruous merriment sounding absurd after the carnage they had just witnessed. .

"_Don't worry…be happy …"_ The young man with the eye patch sang softly for a moment. He stopped under the officer's steely gaze, his eyes dropping to the floor and his skin reddening slightly. "Sorry."

"Xander…" Giles said, the warning obvious even to Michael.

"I _said_ I was sorry."

They had reached the main doors on the east side of the building. Andre tested each door briefly, the rattling noise of the bolt in the doors letting them know they were locked.

"We'd better make sure this place is secure." Buffy said.

"Right." Michael agreed. He had just been about to say the same thing. "Andre and I can check the other doors down that way. Officer, perhaps you could…:

The officer just stared at him stonily and proceeded to reload his shotgun. "Right." Michael said, trying not to show the frustration he felt. "Maybe you should just stay here with the gun."

"I'll go." Buffy said, sending a dark look towards the officer.

"Thanks." Michael said. "Buffy, right?"

"Yeah."

"Michael."

"Nice to meet you, Michael. How about you and I head down that way. Xander?"

"Yeah?" The young man looked up.

"Could you go with Andre? That way nobody's going off alone."

"Sure, Buff." Xander stood and offered Andre a half smile. "No prob."

As they parted, leaving the women and the cop at the fountain, Michael couldn't help but feel he had gotten the better of the deal. This Buffy seemed to be almost made for this type of situation – in other words, she didn't seem out of place or even phased by the fact that they were currently searching the building for creatures that had once been human beings but were now nothing but mindless killing machines.

But that was absurd.

"If we find anything, stay out of the way and give me a good shot." Buffy said quietly as they walked back down the corridor. "I've only got one shot before I've got to reload, but as long as I'm not aiming around you, one shot'll be all I need."

"Okay." Michael nodded, falling back slightly.

It was absurd...but somehow it wasn't absurd at all.

**OoooOoooO**

Buffy walked slowly into the sporting goods store, her crossbow poised to shoot. For the first time in her career she wished she had a gun. Despite the ease with which she had struck down the mutilated man-thing outside, the crossbow had been woefully ineffective outside the hotel earlier. By the look of it, so did most other things that people had tried to use against these demons. They seemed unfazed by torn off limbs, undeterred by their bones being exposed through ravaged flesh. The only thing Buffy could come up with as to why the corpse outside had gone down was because she had struck it through the brain. Maybe that was their weak spot, just as a vampire's weak spot was their heart. But a crossbow bolt didn't really have the power to pierce someone's skull at much more than point blank range, which meant she had to aim for the eyes – doable, but with these things' speed it would be difficult.

Michael paused beside her as they approached a door at the back of a store. A mop lay forgotten in a still pool of water before them. He looked at her briefly, hefting the crowbar briefly in one hand. After a moment she shook her head and reached inside her jacket. From one of the inner pockets she and Willow had sewn in one night she pulled a blade roughly fourteen inches long, something that Xander had laughingly called "Sting" because of its resemblance to the elven sword Frodo had used in the "Lord of the Rings" movies. Michael's eyes widened at the medieval blade, and she could tell the man would have questions later, but she couldn't allow him to try and fight one of these things with a simple blunt weapon. From what she had seen, bludgeoning them wouldn't do much. She didn't know if the blade would be effective, but it had to be better than the crowbar.

Putting the crowbar down on a nearby rack of croquet mallets, Michael accepted the blade with a simple mouthed 'thank you.' He held it gingerly for a moment, as if it were hot, but then his grip tightened on the hilt and he inclined his head towards the door. Buffy stood in front of it, about five feet away, and motioned for Michael to open the door.

He pulled the door open to a scene from a slaughterhouse. A bald man in a janitor's uniform bent over the body of another man who was so cruelly ripped apart she could tell little of what he looked like. His intestines were half in and half out of his body, the blood from the gaping wounds smearing over the gray and pink tissue like some demon's child had been dipping their hands in it to do a grotesque finger painting. He looked up at them, his lips drawn back as he hissed, blood coating his teeth and some stringy red tissue hanging from his mouth.

Buffy took this all in within and fraction of a second, aiming her crossbow at the thing's squinting eyes, pushing the natural fear and loathing she felt at the vision of the dead man into that strange quiet place her Slayer's power allowed her. Her finger pushed down on the trigger of the crossbow, letting the bolt fly loose. Through her unnatural detachment the bolt seemed to arc almost lazily through the air, and she saw it fly towards the man's eye even as he lunged off the ground towards her…

And miss.

**OoooOoooO**

Ana watched the water swirl pink around her hands as she washed the blood from her hands, glancing up only briefly at the man Michael and the young woman with the odd name as they walked away. None of the blood was hers, thank god, it was Luis's…and every time she looked at it she could _see_ his face again, eyes wide and strange, staring at her with an unrecognizing hunger as she had ran from him, from the man she had pledged to spend her life with. But there was too much blood, and after a moment she gave up the attempt. Sitting on the edge of the fountain, she looked around at her new companions.

The officer sat straight and hard not far from her, the shotgun resting on his knee as she examined the chamber on last time. The young pregnant woman stood not far from her, her hand resting protectively on her large stomach. The other two were talking off to one side, their voices quiet but just barely audible over the sound of the fountain.

"You okay, Willow?" She heard the Englishman say softly to the young red-haired woman.

"Yeah…no, not really, Giles." The girl he had called Willow said. "There's something wrong, Giles. I mean not just everything else, but, well, it felt _darker_ somehow…the energy didn't feel right. I can't explain it."

The Englishman looked around and locked eyes with Ana. She didn't look away, but merely stared at him as he did the same to her. "We can talk about it later, Willow." He said after a moment. Fine. He didn't want them to know about whatever they were discussing. But she had _heard_ what that Buffy had said, and Ana knewthere was fsomething they weren't telling. Once they had made sure they were safe, Ana was resolved to find out just what that was. She deserved to know – they all deserved to know.

A crash from the direction Michael and Buffy had gone caused her to leap from her seat, the officer next to her doing the same. For a moment they all just stood there, frozen, as they listened to the gibbering sounds and faint crashes from the sporting goods store. Suddenly the noise sounded like it was much closer, and from another direction.

Ana turned just in time to see another of the things come tearing down the corridor, heading straight for the young pregnant woman who still was transfixed by the noise down the hall. A few feet away from her, the Englishman and Willow had just turned to that direction as well, but none of them moved fast enought to reach her.

"Willow!" Giles shouted as the dead man reached with lightning-fast hands for the arm of the pregnant woman. She had found her voice as soon as she realized the creature's proximity, and a high, short scream emerged from her lips. Ana watched, horrified, for just a moment before her body started moving. But it was too late, the thing was already there, grappling with the defenseless mother-to-be…

Except suddenly, it couldn't. Just as it's fingers had started to touch the dark-haired Russian woman, a crackling blue ball shot from the redhead's hands and the thing flew through the air, landing on it's back around twenty feet away. The front of its shirt was blackened and burned away in the middle, revealing scorched flesh beneath. Ana looked at the redhead in shock, only seeing the back of her head but somehow sensing the energy crackling around her all the same.

_"What the fuck was that?"_ The officer shouted. Down the hall, the dead man had already leapt to his feet, readying himself for another charge. Then the redhead whipped her head around to look back over her shoulder, and Ana felt a wave of nauseating fear at seeing the girl's eyes – which were a smooth, inky black.

"_Don't ask questions!"_ She said in a voice that was decidedly not human, and had no place coming from the mouth of this unimposing young woman. "_Shoot the bastard!"_

The officer hesitated for only the barest fraction of a second before leveling the shotgun at the rapidly approaching creature and firing. The thing jerked at the shot that hit him, falling to the ground. Blood poured from a gaping hole in his neck and the side of his face was nearly gone, but he still pushed up against the ground, trying to get up but his hands sliding in his own blood.

The pregnant woman was still screaming.

"_Shut your mouth and run, bitch!" _Willow screamed at her, a phantom wind blowing her hair in strange, frantic wisps around her head. "_RUN!"_

It was a voice that brooked no disobedience, and Ana felt herself running as well away from the struggling corpse. It still hadn't stopped trying to get up, and though it seemed incapacitated for the time, she wasn't placing any bets on it staying down.

But as she ran, she couldn't help but wonder if she was in any better company with the girl with the empty black eyes. They had been nothing but ebony pools, and Ana had seen death in those eyes.

She didn't think Willow was any more human than the living corpse that still fought to rise behind them.

**OoooOoooO**

Buffy dropped the crossbow as the thing crashed into her, needing both hands to grab it's neck and keep it's snapping mouth away from her. The thing wasn't incredibly strong, but it was fast and slick with blood, and Buffy found herself having difficulty keeping the thing's face away from her. She rolled, pulling the struggling dead man along with her, trying to get to a position where she could get her feet under her and her hands on a weapon. The hot-copper smell of fresh blood filled her nostrils, and it was only through force of will that she could keep from gagging. From the corner of her eye, she could see Michael holding the long dagger she had given him awkwardly, obviously trying to find a point of attack but his inexperience and their movement making him unable to do so safely.

Buffy and the onetime janitor crashed into a shelf filled with golf balls, and the shelf shuddered as it poured its contents to the ground. The golf balls struck the ground in quick succession, making a noise like pounding rain on an aluminum rooftop. Buffy put one foot against the sturdy shelf and pushed against it, hard, propelling herself in a tight somersault over the head of the thing without it's jaws closing on her and rolling to a crouching position a few feet away. She reached into her coat, grabbing the first weapon she touched – a wooden stake.

Her hair streamed as she spun around, her hand readying the stake for a killing blow, her aim higher as she wasn't aiming for the heart. As she turned she realized that the thing was nearly as quick as she was, already on its feet, and for one terror filled moment thought it would reach her before she could reach it. She had overcompensated, and in a flash knew that her hand would bring the stake down not into the eye but across the top of the head –

And suddenly the thing stiffened and emitted one last gurgling screech before falling slowly to the ground. Its head slumped forward, and Buffy could see the gaping hole in its neck where the dagger had severed the spinal cord. Behind it, Michael stood, the blade dripping blood, looking at the dripping dagger as if it wasn't really there. Buffy lowered the stake, smiling slightly at Michael with a sigh of relief.

"Thanks."

Michael looked at her a little wildly. "My pleasure." His eyes touched the stake and widened, but before he could say anything a woman started screaming in the mall corridor. They both turned quickly towards the sound, and simultaneously Buffy realized that the man in the bathroom – the one whom the janitor had been cheerily devouring – was making an unnatural shrieking noise from behind the door that Michael had slammed shut. They shared the briefest of glances before they both took off at high speed into the corridor. It was only moments before they saw the others running too, towards the elevators at the end of the hall.

"What happened?" Buffy yelled as they neared the elevator doors.

"_Just run!_" Willow growled, and Buffy's blood ran cold as she recognized that voice. Even as they crowded into the elevator, heading for a none-too-likely sanctuary on the second floor, she realized that Willow slipping into dark magic twice already today did not bode well. She watched her friend warily as the doors closed on them. Willow's head was cocked, her black eyes staring ahead as if she could see through the wall and to the space beyond.

For all Buffy knew, she could.

No one spoke, though the pregnant woman sobbed quietly against Andre. The only other sound in the room was their heavy breathing. Though the elevator was cramped, there was a space around Willow, as if no one wanted to get to close to her. The officer finally opened his mouth.

"What the hell-" _Ding!_

Buffy found herself staring down the barrel of a pistol. She had instinctively dropped into defensive stance, and she stared at the man in the security guard's uniform with narrowed eyes. Around her, she saw that the cop and Andre's guns were both leveled at the guards.

"Find someplace else." The one in the middle said in a tight voice.

The blonde in the pajamas shifted on her feet. "Those things are down there, we can't-"

"I said, find someplace else."

"There is no place else." Michael said quietly.

"Well, that's tough shit." The security guard said. "'Cause this is our place and you can't stay here."

"You already trashed Metropolis." A slightly younger man said, a smirk on his face. Buffy felt the urge to wipe that smirk off his face.

She wasn't the only one.

"I've had enough of this." Willow said, and raised her hands, palms out. Faint blue light flickered around her fingers, and suddenly the guards noticed her. It was hard not to. The one who seemed to be in charge sucked in a quick breath. The energy crackled as it built around her hands. She stared at the dark haired man in front of them with that empty black gaze, and an angry smile played on her mouth. "Get out of my way."

"Holy _shit."_ The security guard said, and fired at Willow.

**End of Part Two**

**Please, please, review! I ama review junkie...grin**


End file.
